DellがVMwareを分離する計画が明らかに、これにより同社は9000億円以上を得る

今回は「DellがVMwareを分離する計画が明らかに、これにより同社は9000億円以上を得る」についてご紹介します。

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米国時間4月14日の午後、Dellは以前からの噂どおりに、VMwareを切り離すと発表した。Dellが2015年に、発表時の670億ドル（約7兆2950億円）に対して580億ドル（約6兆3150億円）という巨額でEMCを買収したとき、VMwareはその一部だった。

今回のスピンアウトのやり方は、まずDellがVMwareの株主に11.5ドルから12ドルの特別配当を払う。株式の約81％はDellが持っているため、2021年後半に取引が終了したときにはDellの金庫に93億ドル（約1兆130億円）もしくは97億ドル（約1兆560億円）が入る。

DellのCEOであるMichael Dell（マイケル・デル）氏は声明で「VMwareを分離することによって、Dell TechnologiesとVMwareの両方に新たな成長の機会が得られ、株主には大きな企業価値が解き放たれる。両社は重要なパートナーであり続けるが、顧客が取得するソリューションの提供の仕方には、両社の違いがもたらすアドバンテージが加わる」と述べている。

声明の中でCEOは多くのことを述べているが、スピンオフが公式になっても両社の密接な協働は続くため、分離はあくまでも経営管理のための措置だ。デル氏が両社の会長であり続けることは変わらない。

投資家へのプレゼンでは、両社の協働関係が口先だけではないことが示された。5年の商契約協定があり、各年に調整をする。また、Dellの営業がVMwareのプロダクトを販売し、VMwareはDell Financial Servicesとの協働を継続する。そしてガバナンスのプロセスは、協定に基づく商的目標の達成を目指して形式化されている。そのため少なくとも向こう5年間、両社の密接な協働の関係が続くことは確かだ。

VMwareとしては、別の発表声明で、分離により「戦略執行の自由度が増し、よりシンプルな資本構造と統治モデルおよび戦略と運用と財務における柔軟性が得られ、また同時に2つの企業の戦略的パートナーシップの強さを維持できる」としている。

発表でDellの株価は8％ほど上がった。同社には手取金の一部を使ってレバレッジを減らしたい意向があり、声明では「正味手取金を使って債務を減らし、会社の投資対象格付けを上げる」と述べている。つまりそれは、Dellが正味の借り入れポジションを下げて、より高い信用格付けを獲得して将来の借り入れコストを抑えたい、ということだ。

EMCの一部だったときもVMwareは特別待遇で、別会社として操業し、独自の役員チームと取締役会があり、株も単独で売られていた。

今回の取引は2021年末頃に完了すると予想されるが、数多い規制のハードルをクリアするのが先だ。まず国税庁のご機嫌をうかがって、非課税のスピンオフと認めてもらうこと。このような取引では、それが大きなハードルになりうる。

この取引は意外ではない。同社は企業の全面的な構造改革をしたいと以前から大っぴらに語っていたし、Dellの膨らんだ債務と、おそらくは製品計画の射程から見てもVMwareの切り離しは賢明な方策だった。Dellの投資家はこの取引を、VMwareの株主よりも喜んでいる。後者の株価は、控えめに1.4％上がっただけだ。

先のVMwareの決算報告では「現金と現金等価物と短期投資」の合計が47億1500万ドル（約5130億円）とされていた。おそらく同社の株主たちは、DellがVMwareのバランスシートを利用して逆のこと（より身軽になること）をする見通しを喜んではいないだろう」。

画像クレジット：Ron Miller/TechCrunch

【原文】

Dell announced this afternoon that it’s spinning out VMware, a move that has been suspected for some time. Dell acquired VMware as part of the massive $58 billion EMC acquisition (announced as $67 billion) in 2015.

The way that the deal works is that Dell plans to offer VMware shareholders a special dividend of between $11.5 and $12 billion. As Dell owns approximately 81% of those shares that would work out to somewhere between $9.3 and $9.7 billion coming into Dell’s coffers when the deal closes later this year.

“By spinning off VMware, we expect to drive additional growth opportunities for Dell Technologies as well as VMware, and unlock significant value for stakeholders. Both companies will remain important partners, with a differentiated advantage in how we bring solutions to customers,” Dell CEO Michael Dell said in a statement.

While there is a fair amount of CEO speak in that statement, it appears to mean that the move is mostly administrative as the companies will continue to work closely together, even after the spin-off is official. Dell will remain as chairman of both companies.

In a presentation to investors, the companies indicated that the plan to work together is more than lip service. There is a five-year deal commercial agreement in place with plans to revisit that deal each year thereafter. In addition, there is a plan to sell VMware products through the Dell sales team and for VMware to continue to work with Dell Financial Services. Finally, there is a formalized governance process in place related to achieving the commercial goals under the agreement, so it’s pretty firm that these companies will continue to work closely together at least for another five years.

For its part, VMware said in a separate release that the deal will allow it “increased freedom to execute its strategy, a simplified capital structure and governance model and additional strategic, operational and financial flexibility, while maintaining the strength of the two companies’ strategic partnership.”

Dell shares are up more than 8% following the announcement. The company intends on using parts of its proceeds to deleverage, writing in a release that it will use “net proceeds to pay down debt, positioning the company well for Investment Grade ratings.” By that it means that Dell will reduce its net debt position and, it hopes, garner a stronger credit rating that will limit its future borrowing costs.

Even when it was part of EMC, VMware had a special status in that it operates as a separate entity with its own executive team and board of directors, and the stock has been sold separately as well.

The deal is expected to close at the end of this year, but it has to clear a number of regulatory hurdles first. That includes garnering a favorable ruling from the IRS that the deal qualifies for a tax-free spin-off, which could prove to be a considerable hurdle for a deal like this.

The transaction is not a surprise. The company has been open about its intention to shake up its broader corporate structure. And with Dell bloated in debt terms and, perhaps, in product scope as well, the VMware deal could be an intelligent way forward. Dell investors are more excited about the transaction than VMware shareholders, with the latter company’s stock is up a more modest 1.4%.

VMware’s most recent earnings release notes that it had $4.715 billion in “total cash, cash equivalents and short-term investments.” Perhaps its shareholders aren’t enthused at the prospect of levering VMware’s balance sheet to help Dell do the opposite.

（文：Ron Miller, Alex Wilhelm、翻訳：Hiroshi Iwatani）

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